A Virginia registered agent serves as a company’s legal point of contact in Virginia and is responsible for accepting legal correspondence on the company’s behalf. By appointing a registered agent, Virginia businesses can remain in good standing on the state’s records and ensure they receive and address all official communications timely. However, not everyone can be designated as a registered agent in Virginia. The state has specific requirements that each registered agent must satisfy, including residency.
Is a Registered Agent Required in Virginia?
Yes. Under Title 13.1 (Corporations) of the Virginia Code, all businesses filing with the state to be formed must have a registered agent. This includes corporations, limited partnerships, limited liability companies, and limited liability partnerships. General partnerships and sole proprietorships are exempt from this requirement.
What is a Registered Agent in Virginia?
In Virginia, a registered agent is a trusted intermediary between a firm and the outside world (government agencies and the public). A company’s owner or management appoints the agent to accept official paperwork, such as service of process, annual filing notices, regulatory notices, and federal or state tax notices. Registered agents in Virginia can be individuals or companies.
What Does a Registered Agent Do in Virginia?
A Virginia registered agent’s sole responsibility surrounds receiving official correspondence on a company’s behalf and sending those documents or notices to the relevant persons within the organization they serve (§ 13.1-1015 (B); § 13.1-634 (B)). In other words, the agent acts as a company’s primary liaison for critical communications.
In addition, a registered agent performs the following functions for a Virginia business:
- Ensures smooth and efficient communications between the business and the Commonwealth;
- Securely maintains and stores important documents received on the firm’s behalf;
- Protects the firm’s privacy by keeping personal information (e.g., addresses) private;
- Helps the business remain compliant with ever-changing state and federal business regulations. This allows the business to avoid fines and other penalties for missing important deadlines or notifications;
- Helps the firm remain in good standing with the state and other regulatory bodies;
- Allows the business principal or management team to focus on other essential matters, knowing their corporate communication and compliance needs are being handled appropriately.
A registered agent can also submit business filings to the state on behalf of a company if authorized by the company’s owner or management.
LLC Registered Agent in Virginia
According to § 13.1-1015 of the Virginia Limited Liability Company Act, all foreign and domestic limited liability companies in Virginia must appoint and continuously maintain a registered agent.
An LLC’s registered agent may be a qualified individual who resides in the Commonwealth of Virginia and is:
- A member of the Virginia State Bar, or
- A member of the LLC’s management that is:
- A general partner of a general or limited partnership
- A member or manager of the same or another LLC
- An officer or director of a corporation
- A trustee of a business trust
Alternatively, the agent may be a registered limited liability partnership (sometimes called a limited liability partnership), a corporation, or another LLC authorized to transact business in the state.
In either case, the agent’s business office must be identical to the registered office indicated on the LLC’s Articles of Organization.
In Virginia, LLCs (Limited Liability Companies) are considered legal entities that exist separately from their members (owners). However, although a Virginia LLC can sue or be sued and enter into contracts away from its owner(s), it cannot act as its own registered agent.
Do I Need a Registered Agent for My LLC in Virginia?
Yes. To operate legally in Virginia, an LLC must satisfy the state’s business requirements, including appointing a registered agent. The registered agent for a limited liability company in Virginia is responsible for accepting service of process and other legal communications on the LLC’s behalf and performing other functions previously highlighted.
Virginia LLCs designate their registered agents on Articles of Organization (i.e., their formation paperwork) filed with the State Corporation Commission (SCC).
Registered Agent of a Corporation
Section 13.1-634 of the Virginia Stock Corporation Act and Section 13.1-833 of the Virginia Nonstock Corporation Act mandate corporations operating in Virginia to continuously maintain a registered agent. Although these laws are indexed in different sections of the Virginia Code, they are identical in the requirements registered agents for corporations in Virginia must satisfy.
Accordingly, a Virginia corporation can designate an individual or corporate entity as its registered agent. If appointing an individual, the person must be a state resident and maintain a physical business address (otherwise called a “registered office”) in Virginia. The individual must also be a member of the Virginia State Bar or an officer or director of the corporation.
However, if appointing a corporate entity, the agent can be a foreign or domestic corporation, limited liability partnership, or limited liability company authorized to conduct business affairs in the Commonwealth.
Who Can Be a Registered Agent in Virginia?
The Commonwealth of Virginia allows businesses to designate an individual or another registered business as their registered agent. Companies that prefer an individual registered agent must appoint a trusted adult that meets the state’s qualifications. However, the individual registered agent must have one of the following qualifications:
- Be a member of the Virginia State Bar, or
- Be a member of the business entity’s management, such as an officer/director of a corporation or a member/manager of an LLC.
On the other hand, companies designating a corporate registered agent (sometimes called a “commercial or professional registered agent”) must ensure the agent is in good standing on the State Corporation Commission’s records. The corporate agent may be a law firm or company that offers registered agent services.
Legal Requirements of a Registered Agent in Virginia
Title 13.1 of the Virginia Code requires an individual registered agent to be a resident of the Commonwealth. The agent must also maintain a local physical street address where they can accept official mail.
Meanwhile, a corporate registered agent must:
- Be authorized to transact business in the Commonwealth
- Have a Virginia registered office address (again, this is the registered agent’s business office address)
(Note that a PO box is only acceptable as a registered office when the agent’s town/city has a population of 2,000 or less or if no street address or rural route and box number exists.)
A corporate registered agent must also designate—in writing and before a notary public—one or more natural persons at the registered office upon whom any process, demand, or notice may be served. The agent must also continuously maintain at least one such individual at their business location.
Whether the Virginia registered agent is a corporate entity or a natural person, the agent must be available during regular business hours to accept legal mail.
How to Choose a Registered Agent in Virginia
Business owners in Virginia must consider certain factors when choosing a registered agent. Chief among them are the agent’s availability during regular business hours, reliability and speed in forwarding essential mail, and the service fee. It is also prudent to look into an agent’s background and experience in providing such services by checking reviews and ratings (this mostly applies to businesses offering registered agent services).
As mentioned, a company owner can choose a natural person or third-party business to serve as their company’s registered agent. Most often, business owners in Virginia opt to pay for a registered agent service, given that such businesses are structured around providing a professional service to clients and may offer bonus services a business might need. Examples include:
- Business forms and filings.
- Annual report reminders.
- Online document scanning and storage.
- Legal support.
- Geographic coverage.
Virginia business owners searching for a registered agent service can begin with a quick internet search for registered agents in the Commonwealth. A person may also browse “best-registered agent services” listicles to find the right fit for their company. Typically, one can sign up for a registered agent service on the provider’s website (or find instructions for ordering the service). Individuals can also utilize the Virginia State Bar’s referral service by calling (804) 775-0808 (metro Richmond) or (800) 552-7977 (statewide/nationwide toll-free).
How Much Does a Registered Agent Service Cost in Virginia?
On average, ordering a registered agent service in Virginia costs around $99 to $300 annually. This price varies depending on the provider and whether the business owner subscribes for an additional service.
Company founders who appoint a registered agent in-house or take the DIY (do-it-yourself) route typically pay less or nothing, saving money that can be used for other company projects.
Can I be My Own Registered Agent in Virginia?
Yes. A business owner can act as their own registered agent in Virginia, provided they meet the Commonwealth’s residency and legal qualifications (outlined in previous sections). However, this decision has its advantages and disadvantages.
One benefit to being one’s own registered agent is that it eliminates the middleman. The business owner can receive all official correspondence personally and handle them as appropriate without third-party interference. This may be advantageous for a small-scale business or a business that prefers a more hands-on approach to compliance matters.
However, a task required of all registered agents in Virginia is to be available during regular business hours to accept service of process on a company’s behalf. For a business owner who works in the field, has a busy schedule, or operates irregular office hours, acting as the registered agent may prove inconvenient—and the repercussions can be significant if one inadvertently misses an important legal deadline, notice, or demand.
Another disadvantage a business owner faces in assuming the registered agent role is that the individual’s name and address will become part of the public record. One perk of hiring a third party as a registered agent is that the business owner obtains privacy by default. On public documents and filings, the registered agent’s name and address can be listed instead, thus protecting the owner’s personal information. This protection is null upon appointing oneself as the registered agent. Thus, if one uses their home address as their registered office, that address will become publicly accessible.
Ultimately, hiring a registered agent service or designating a responsible person within one’s establishment to handle the role may be the better option. Also, the decision may afford the business owner more time and energy to focus on other business matters without worrying about the company’s compliance with legal requirements. It is important to base this decision on one’s company needs.
How to Change a Registered Agent in Virginia
Registered firms in Virginia have two ways to change their registered agents or offices:
- File online (for real-time changes), or
- File by mail
To file for a change of registered agent online, one should access the Clerk’s Information System (CIS) of the Virginia State Corporation Commission. The system requires a username and password (new users can sign up for an account on the site). Step-by-step instructions are outlined in the Change a Registered Agent/Office for a Virginia Entity Guide and Change a Registered Agent/Office for a Foreign Entity Guide, respectively.
Alternatively, an authorized individual (a designated individual within the firm or the registered agent) can submit an Online Forms Request to obtain a Statement/Certificate of Change of a Registered Agent/Office by email. The form should be completed and mailed to the SCC at P.O. Box 1197, Richmond, VA 23218-1197. In the form, the filer must provide the names and business addresses of the initial and new registered agents.
There is no fee for filing a change of registered agent or registered office address in Virginia.
When the SCC records any change of registered agent, the filer will receive an Acknowledgment of Change letter.
What Happens If You Don’t Have a Registered Agent in Virginia?
Appointing a registered agent is a criterion for businesses upon whom registration with the Virginia state government is mandatory. Thus, failing to name a registered agent on formation documents automatically causes the State Corporation Commission (SCC) to reject one’s business filing.
Since Virginia law also requires each business to maintain a registered agent, there are also consequences for businesses that neglect to appoint a new registered agent when the current one becomes disqualified, dies, resigns, or becomes otherwise legally incapable of performing the role.
A case in point is if the business is sued. Because no registered agent can accept the court summons and forward it to the right persons, the owners or responsible persons may be unaware of the suit. This may cause them to miss important timelines (such as the deadline to file an answer with the court or negotiate with the injured side), potentially leading to default judgments and other unfavorable outcomes for the business.
Besides lawsuit notifications, the business may also miss other legal deadlines and notices from the government, which can cause the entity to become subject to fines and other penalties for noncompliance. Further, the SCC may administratively dissolve the business, revoking its rights and privileges to transact in Virginia.
How to Become a Registered Agent in Virginia
The first step to becoming a registered agent in Virginia is ensuring one meets the requirements of the Commonwealth. What follows next is simply one’s designation on formation paperwork submitted to the State Corporation Commission online, by mail, or in person. Any company that wants to order a registered agent service must sign up for the service and pay the agent’s fee before listing their name and address on the SCC’s business formation documents. The appointment becomes effective once the company’s business registration is complete at the SCC’s office.
Virginia Registered Agent Search
Now and then, it becomes necessary for a person to find the registered agent of a Virginia company to serve legal documents (e.g., a lawsuit notice). A Virginia registered agent search is handy in such situations, as it allows an inquirer to find the name, business address, and qualification of a Virginia firm’s registered agent.
The Virginia State Corporation Commission (SCC) collects and maintains registered agent information on companies that transact business in the Commonwealth. Thus, this office is the primary destination point for registered agent searches.
How to Find the Registered Agent of a Company in Virginia
Here’s how to find the registered agent of a company in Virginia:
- Visit the Virginia State Corporation Commission’s Clerk’s Information System
- Scroll to the “Business Entity Search” feature and enter an entity’s name or ID into the appropriate search fields. (An inquirer does not have to use an entity’s full name to search. An advanced search option is also available.)
- Select “Search.”
Search results include a company’s entity ID, entity name, name type, entity type, series LLC (whether it is a Series LLC or not), principal office address, registered agent’s name, and status. By clicking on a company’s entity ID, one can find the following registered agent information:
- Registered agent (RA) type, i.e., whether the agent is an individual or business
- RA qualification
- Registered office address
Is Registered Agent Information Public Record in Virginia?
Yes. Under Virginia’s Public Records Act, government agencies are mandated to share information they receive while conducting their official functions with the public. While there are some exceptions to the Act, and records collated and maintained by the Virginia State Corporation Commission are subject to the Act’s provisions. As a result, information in business filings submitted to SCC, such as registered agent information, can be accessed by the public.